BYLAWS
Incorporated September 9, 2009
ARTICLE ONE
Corporation and Mailing Addresses
1. PRINCIPAL ADDRESS. The principal address of the Corporation will be the address
of the current Executive Officer (also known as the Chairman or President) of the Board of Directors until such time as the Board of Directors changes the address and/or acquires a Post Office box.
2. OTHER ADDRESSES: The Corporation may also have addresses at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
ARTICLE TWO
Nonprofit Purposes
1. IRC Section 501(C)(4) PURPOSES. This Corporation is organized exclusively for one or more purposes as specified in Section 501(c)(4) including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(4) of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
2. SPECIFIC OBJECTIVES AND PURPOSES: The mission of the Hampton Roads Tea Party is to support and defend the Constitutions of the United States and the Commonwealth of Virginia against all enemies, foreign or domestic. It shall encourage the preservation of the natural and just rights of the people of Hampton Roads to their life, liberty and property..
ARTICLE THREE
Board of Directors
1. QUALIFICATIONS. The Board of Directors has adopted the criteria for Board membership according to the goals of the Corporation, and the criteria may be changed
by the Board of Directors from time to time.
2. ELECTION. The Board of Directors shall elect new directors in a regular board meeting or in any special meeting by a majority of Active Directors who do not abstain, upon receipt of an application and nomination from an active board member, and an interview with the Board. The number of Directors shall never be less than five (5).
3. TENURE. Directors shall be elected by the Board of Directors to a three (3) year term. If the Board Member is elected at the annual meeting, then the term shall expire at the annual meeting three (3) years from the year of election. If the Board Member is elected at a special meeting other than the annual meeting, then the term shall expire three (3) years from the date of the meeting at which they were elected. Each Director may seek
annual re-appointment at the conclusion of the serving term, with approval by a majority of Active Directors who do not abstain, with no limit as to how many years they can effectively serve.
4. ACTIVE DIRECTOR. A member of the Board of Directors who is not on Absentee Status or Inactive Status is considered to be an Active Director, with full voting rights.
5. ABSENTEE STATUS. Any Director who misses three (3) consecutive regularly scheduled monthly board meetings shall be placed on absentee status and reinstated to full voting status upon their attendance at a board meeting upon vote of the majority of the Board members in attendance.
6. REMOVAL. The Directors, at any meeting, by a three-fourths majority vote of the total number of at least four active Directors, may remove any Director from office, with or without cause.
7. RESIGNATIONS. Any Director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Such resignation shall take effect at the time specified in it, and no written acceptance of the resignation shall be necessary to make it effective.
8. QUORUM. A majority of the Active Directors shall constitute a quorum. At any meeting of the Directors where less than a quorum is present, no official business may be conducted unless a necessary number of vacancies are filled by the remaining directors, or a sole remaining director. A filled vacancy shall hold office until the next election of the Board of Directors, or until his or her death, resignation or removal from office.
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9. MONTHLY/EMERGENCY MEETINGS. Monthly meetings of the Board of Directors shall be held by resolution of the Board. No notice need be given of any regular meeting of the Board of Directors. The presiding officer of the upcoming
meeting will give notice of any changes to the monthly meeting to the Board of Directors.
The Presiding Officer may call emergency meetings of the Board of Directors at any time or place within the borders of the United States. Notice of an emergency meeting will be made in a manner deemed most expedient by the Presiding Officer, based on the circumstances at hand, and will be given to as many active Directors as possible with as much advance notice as possible.
10. CONSENT TO ACTION. Action taken by a majority of the Directors or members of a committee without a meeting is nevertheless official board or committee action if written consent to the action is signed by the majority of all of the Directors or members of the committee, as the case may be, needed to approve the action and is filed with the minutes of the proceedings of the Board or committee, whether done before or after the action so taken.
11. ACTION TAKEN BY TELEPHONE CONFERENCE. Members of the Board of Directors or any committee of the Corporation may participate in a meeting by means of a telephone conference or other communications equipment, provided that such means permits each person participating in the meeting to communicate with every other person participating in said meeting.
12. VOTING. A Board member who is present, but wishes to not vote (abstain from a vote) due to conflict of interest, or does not have enough information to decide how to vote, may be removed from the total number of Board members voting in consideration for the majority. The Presiding Officer is allowed to make motions and vote while presiding over a Board meeting unless the Board of Directors votes to change this procedure. The bylaws do not need to be changed for the Board to make this change.
13. EVENT ATTENDANCE AND ASSIGNMENT. All Directors are expected to attend all major events as a team to the practical extent possible. Each At Large Director is assigned to oversee or coordinate at least one committee, project or event initiated by the Board of Directors.
14. ALLEGIANCE/CODE OF CONDUCT. HRTP Directors are servant leaders, whose primary allegiance must be to the U. S. and Virginia Constitutions and the Hampton Roads Tea Party, and not to a political party. Any party membership must be disclosed.
HRTP Directors, staff and volunteers sign a Code of Conduct which they must adhere to
or be dismissed from active participation in any HRTP-sanctioned activity or project.
15. AUTONOMY. The Hampton Roads Tea Party Board of Directors reserves the right to make their own decisions, within Constitutional law, independent of the governing body of any private, business or political organization, coalition, alliance or governmental entity, foreign or domestic.
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16. COMPENSATION. Directors shall serve without compensation. Directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
17. NONLIABILITY OF DIRECTORS. The Directors shall not be personally liable for the debts, liabilities, or obligations of the Corporation.
ARTICLE FOUR
Officers
1. TERM OF ELECTED OFFICE. The Board of Directors shall, every two years, or as necessary, elect among themselves, officers for the Corporation, to serve a minimum of two years if at all possible. Present officers are: Chairman, Vice Chairman, Secretary and Treasurer and Operations. All other Directors will be AT LARGE. Additional officers may be added as needed. Nominations for elections to the Board may be presented by the respective City Chairs or by standing Board members.
2. EXECUTION OF INSTRUMENTS. The Board of Directors may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or staff member shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
3. Changes in the Bylaws or Articles of Incorporation will be sent to the State Corporation Commission and will be signed by all Directors of the Corporation.
4. EXECUTIVE OFFICER. The Executive Officer shall serve as the Chairman and Presiding Officer at meetings of the Corporation, with all the rights and powers incident to that position, and, subject to the control of the Board of Directors, shall supervise and control the affairs of the Corporation and the activities of the officers. The VICE CHAIRMAN should be able to serve in the same capacity when needed. In the absence of the Chairman and Vice Chairman, the Officers next in line in seniority shall perform the duties of the Chairman and Vice Chairman, or as otherwise established by action of the Board of Directors. The Chairman or Vice shall receive regular reports from the Media/Communications and Website committees, and shall bring such issues as may arise to the attention of the Board.
5. ADMIN/RECORDING SECRETARY. The Secretary of the Corporation shall keep the minutes of all meetings of the Board of Directors, and shall keep a central file of all official documents, records and forms used by the Corporation, and perform all other duties usual to the office of Administrative Secretary. In addition, the Secretary shall
receive regular reports from the Events Planning Committee and be responsible for addressing those concerns to the Board.
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6. TREASURER. The Treasurer shall perform all the duties customary to that office and shall have the care and custody of the funds and secure the bookkeeping and tax returns
for the Corporation. The Treasurer shall at all reasonable times exhibit his/her books to any Director upon application and shall give such bond for faithful performance of his/her duties with such surety or sureties as the Board of Directors may determine from time to time. Except as otherwise specifically determined by resolution of the Board of Directors, the Treasurer will keep the checkbook, sign the checks, and pay the bills of the Corporation. One signature will be required. In addition, the Treasurer shall receive regular reports from the Membership and Fundraising Committees and address issues
from these committees to the Board.
7. OPERATIONS OFFICER. The Operations Officer shall be responsible for the daily operational effectiveness of the Hampton Roads Tea Party. The Operations Officer shall coordinate and disseminate all scheduled activities of the various committees and City
Chapters so that all Board members and staff, including City Chairs, are informed in a timely manner. The Operations Officer shall receive regular reports from the Intelligence, Training, Elections and Legislation Committees, as well as any other ad hoc
Committees as agreed to by the Board. The Operations Officer shall report any issues
regarding these committees requiring Board action as soon as practicable.
8. INDEBTEDNESS: The Board of Directors will not incur any indebtedness and will pay all credit cards in full each month.
9. OTHER OFFICERS AND PRECEDENCE. The Board of Directors may, at any time, elect or appoint one or more assistants to the above-mentioned offices, or form additional
titles to perform such duties as may be prescribed or assigned to them by the Board of
Directors and the Chairman. relative to the needs of the Corporation.
10. MULTIPLE OFFICES. Any officer may hold more than one office, except the President shall not concurrently serve as Secretary and/or Treasurer.
11. TERM. The term of office for each officer shall commence at the time of election or appointment and shall continue for two years. The election or appointment or renewal of an officer shall not of itself create any contract right for the officer. Each officer may seek re-election or appointment at the conclusion of the two (2) year serving term, with approval by a majority of the active Board of Directors who do not abstain, with no limit to the number of years they can effectively serve.
12. REMOVAL AND VACANCIES. Any elected or appointed officer may be removed with or without cause at any time by a three-fourths vote of the active Directors. Any vacancy occurring among the offices of the Corporation shall be filled by the election or
appointment of the Directors or by an appointment of the highest-ranking officer of the Corporation then remaining. An appointee shall serve until a successor has been properly appointed or elected.
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ARTICLE FIVE
Indemnity of Officers and Directors
1. GENERAL INDEMNITY. Each Director and Officer shall be indemnified by the Corporation against every liability, fine, penalty, and claim imposed upon or asserted against that person, including amounts paid in settlement, by reason of that person having served as a Director or an Officer of the Corporation, whether or not then continuing so
to be, and against every expense, including attorney’s fees, reasonably incurred by him in connection therewith except in relation to matters for which he has been finally adjudged
to be liable because of his having been guilty of gross negligence or willful misconduct in the performance of his duty as such Director or Officer. Where the Corporation in good faith believes that any Director or Officer will be finally adjudged guilty of gross negligence or willful misconduct in the performance of his duties as a Director or Officer,
the Corporation need not pay, partially or wholly, any liability, fine, penalty, claim, or settlement until final adjudication has been made.
2. DETERMINATION OF QUALITY OF CONDUCT. In the event that any judgment shall be made against, or any settlement arrived at because of any action taken by, a Director or Officer of this Corporation, the indemnity provided for in paragraph one (1) above shall be effected only if the Board of Directors, or an independent counsel appointed by the Board of Directors, determines in its or his opinion such Director or Officer was not guilty of gross negligence or willful misconduct in the performance of his
duty and, in the event of a settlement, that such settlement was, or is, made in the best
interests of the Corporation. If such determination is to be made by the Board of Directors, said Board may rely, and resolve questions of law, on the advice of independent counsel.
3. APPLICABILITY. Every reference made above in paragraphs one (1) and two (2) to “Director” or “Officer” shall include every Director, Officer, former Director, former Officer, and every other person who may have served at the request of the Corporation as a Director or Officer of another Corporation in which the Corporation owns shares or to which the Corporation is a creditor or, in case of a non-stock Corporation, to which the Corporation contributes and, in all such cases, his Executors and Administrators.
4. EXCLUSIVITY. The Right of Indemnification provided above in paragraphs one (1), two (2) and three (3) shall be cumulative to, and not exclusive of, any other right to which any Director or Officer may be entitled, except no sum of money to be paid by the Corporation to any Director or Officer shall exceed the amount which must be paid as an indemnity pursuant to the terms and provisions of paragraph one (1) above.
5 . TERMINATION OF ACTION. The termination of any action, lawsuit, or order, or the effectuation of any settlement shall not, of itself, create a presumption that the Director or Officer involved failed to act in good faith and in a manner reasonably believed to be in the best interests of the Corporation.
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ARTICLE SIX
Committees
1. ESTABLISHMENT. The Board of Directors, by resolution adopted by a majority thereof, may designate from among the Directors and recommended individuals, any one or more persons to constitute any committee deemed beneficial to the accomplishment of the purposes of the Corporation, each of which such committees shall serve at the pleasure of the Board of Directors, shall operate under the supervision of one or more Directors; and, to the extent provided for in the resolution establishing the committee, shall have all the authority of the Board to the extent permitted by law. The provisions of paragraphs ten (10) and eleven (11) of Article Three above, shall apply to any action taken by any Committee established by the Board of Directors.
2. CONTENTS OF RESOLUTION ESTABLISHING COMMITTEES: Each resolution establishing a committee shall contain sections defining that committee’s purpose, duration, structure, funding (to include budget), responsibilities, and powers. The present standing committees of this Corporation are as follows: Event Planning, Elections, Legislation, Fundraising, Media/Communications, Website, Intellegence, Membership/Volunteers, and Training.
3. REPORTING: Each committee chair shall submit a periodic report to the Board of Directors, to include without limitation a summary of activities (both planned and completed), funds received and spent, and recommendations.
ARTICLE SEVEN
City Chapters
1. Hampton Roads Tea Party, Inc. currently serves the Southside cities of Hampton Roads: Chesapeake, Norfolk, Portsmouth, Suffolk and Virginia Beach. Future expansion could include the Eastern Shore and Newport News/Hampton. City chapters hold public meetings to educate and activate citizens, as outlined in the Corporation’s Mission Statement. City chapters are governed by a City Chapter Chair and Vice-Chair who shall be duly elected by that Chapter by a majority vote of chapter members in good standing and subject to ratification by the Board. Other officers as the City Chair may deem necessary may also be elected or appointed to operate the chapter. City Chapter Chairs serve in an advisory capacity to the Board of Directors. These chapters operate under the umbrella and legal status of the Hampton Roads Tea Party. The City Chapters
are extensions of HRTP for the express purpose of providing a meeting place for patriot activists to educate them, help train volunteers, find committee members, send out citizens to attend and report on City governmental meetings, and help the Board of Directors actualize its goals and perform its activities and projects efficiently.
2. REMOVAL. The Directors, at any meeting, by a three-fourths majority vote of the total number of at least four active Directors, may remove any Chapter Chair from office, with or without cause.
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3. TERM. The term of office for each Chapter Chair shall commence at the time of election or appointment and shall continue for two years. The election or appointment or renewal of a Chapter Chair shall not of itself create any contract right for the Chair. Each Chair may seek re-election or appointment at the conclusion of the two (2) year serving term, with approval by a majority of the active Board of Directors who do not abstain, with no limit to the number of years they can effectively serve.
ARTICLE EIGHT
Memberships, Dues, Donations and Gifts
1. MEMBERSHIP. All legal and qualified voters, regardless of
race, religion, color, national origin or sex, under the laws of the Commonwealth of Virginia, who reside in the Cities of Chesapeake, Norfolk, Portsmouth, Virginia Beach,
Suffolk, Newport News, Hampton and the Eastern Shore, who are in accord with the mission of the Hampton Roads Tea Party as stated in ARTICLE II , and who express in open meeting or in writing their intent to support the HRTP mission, are eligible for membership in HRTP and for election to its Board.
2. MEMBERSHIP VOTING. Voting rights can be adopted as deemed necessary by the Board of Directors. Upon the adoption of voting rights, all members, irrespective of membership level, will have voting rights, one vote per membership in good standing.
3. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
ARTICLE NINE
Miscellaneous Provisions
l. FISCAL YEAR. Upon nonprofit exemption approval, the fiscal year of the Corporation shall begin on January 1st and shall end on December 31st.
2. PUBLIC RECORDS. The Board of Directors and any member of Hampton Roads
Tea Party may request inspection of records and be given access to the requested records within a reasonable time of the request. Membership contact info will not be shared, given or sold to anyone or any entity outside of the Corporation.
3. LIMITATIONS ON ACTIVITIES. This Corporation may advocate on behalf of issues, but shall not participate in political campaigns on behalf of, or in opposition to, any candidate for public office, except as specifically allowed by IRS regulations for a 501(c)(4) organization.
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Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code.
4. PROHIBITION AGAINST PRIVATE INUREMENT. No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Corporation shall be
authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.
5. DISTRIBUTION OF ASSETS. Upon the dissolution of this Corporation, its assets remaining after payment, or provision of payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of of the Internal Revenue Code, or shall be distributed to the Hampton Roads City local governments for public purposes. Such distribution shall be made in accordance with all application provisions of the laws of Virginia.
6. INTERNAL REVENUE CODE. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
7. POWER TO AMEND. These Bylaws of the Corporation may be adopted, amended, and repealed by the Active Directors upon a three-fourths vote thereof.
Adopted at the 2011 February meeting of the Board of Directors of
HAMPTON ROADS TEA PARTY, INC.
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